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Home My WebLink About0_05_General Conditions_Lump Sum_08-2012 G E N E R A L C O N D I T I O N S FOR CLARA DICKSON HALL WASTE & STORM LINE REPLACEMENT CORNELL UNIVERSITY ITHACA, NEW YORK GENERAL CONDITIONS TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION OF CONTRACT DOCUMENTS Section 1.01 Owner 1 Section 1.02 Meaning and Intent of Specifications, Plans and Drawings 1 Section 1.03 Order of Precedence 1 ARTICLE 2 CONTRACTOR Section 2.01 Contractor's Obligations 2 Section 2.02 Contractor's Title to Materials 2 Section 2.03 "Or Equal" Clause 2 Section 2.04 Quality, Quantity and Labeling 3 Section 2.05 Superintendence by Contractor 3 Section 2.06 Subsurface or Site Conditions 4 Section 2.07 Representations of Contractor 4 Section 2.08 Verifying Dimensions and Site Conditions 4 Section 2.09 Copies of Contract Documents for Contractors 5 Section 2.10 Meetings 5 Section 2.11 Related Work 5 Section 2.12 Surveys and Layout 5 Section 2.13 Errors, Omissions or Discrepancies 5 Section 2.14 Project Labor Rates 6 Section 2.15 Daily Reports 6 ARTICLE 3 INSPECTION AND ACCEPTANCE Section 3.01 Access to the Work 6 Section 3.02 Notice for Testing 6 Section 3.03 Inspection of Work 7 Section 3.04 Inspection and Testing 7 Section 3.05 Defective or Damaged Work 7 Section 3.06 Acceptance 7 ARTICLE 4 CHANGES IN WORK Section 4.01 Changes 8 Section 4.02 Form of Change Orders 10 ARTICLE 5 TIME OF COMPLETION Section 5.01 Time of Completion 10 TABLE OF CONTENTS Page ARTICLE 6 TERMINATION Section 6.01 Termination for Cause 11 Section 6.02 Termination for Convenience of Owner 11 Section 6.03 Owner's Right to do Work 12 ARTICLE 7 DISPUTES Section 7.01 Disputes Procedure 12 ARTICLE 8 SUBCONTRACTS Section 8.01 Subcontracting 13 ARTICLE 9 COORDINATION AND COOPERATION Section 9.01 Cooperation with Other Contractors 13 ARTICLE 10 PROTECTION OF RIGHTS, PERSONS AND PROPERTY Section 10.01 Accidents and Accident Prevention 15 Section 10.02 Adjoining Property 16 Section 10.03 Emergencies 16 Section 10.04 Bonds 16 Section 10.05 Risks Assumed by the Contractor 16 Section 10.06 Contractor's Compensation and Liability Insurance 17 Section 10.07 Liability Insurance of the Owner 18 Section 10.08 Owner's and Contractor's Responsibilities for Fire and Extended Coverage Insurance Hazards 18 Section 10.09 Effect of Procurement of Insurance 19 Section 10.10 No Third Party Rights 19 ARTICLE 11 USE OR OCCUPANCY PRIOR TO ACCEPTANCE BY OWNER Section 11.01 Substantial Completion 19 Section 11.02 Occupancy Prior to Acceptance 19 ARTICLE 12 PAYMENT Section 12.01 Provision of Payment 20 Section 12.02 Withholding Payments 22 Section 12.03 Documents and Conditions Precedent to Final Payment 22 Section 12.04 Final Payment and Release 23 ARTICLE 13 TAX EXEMPTION Section 13.01 Tax Exemption 24 TABLE OF CONTENTS Page ARTICLE 14 GUARANTEE Section 14.01 Guarantee 24 ARTICLE 15 STANDARD PROVISIONS Section 15.01 Provisions Required by Law Deemed Inserted 25 Section 15.02 Laws Governing the Contract 25 Section 15.03 Assignments 25 Section 15.04 No Third Party Rights 25 Section 15.05 Waiver of Rights of Owner 25 Section 15.06 Nondiscrimination and Affirmative Action 25 Section 15.07 Limitation on Actions 26 Section 15.08 Owner's Representative 27 ARTICLE 16 ACCOUNTING, INSPECTION AND AUDIT 27 ARTICLE 17 CONTRACTOR PERFORMANCE EVALUATION 27 ARTICLE 18 ROYALTIES AND PATENTS 27 ARTICLE 19 CONFIDENTIALITY AND USE OF OWNER'S NAME Section 19.01 Release of Information 27 Section 19.02 Confidential Information 28 Section 19.03 Use of Owner's Name 28 ARTICLE 20 CORNELL UNIVERSITY STANDARDS OF ETHICAL CONDUCT 29 EXHIBITS A Change Order A-1 Change Order Documentation Instructions Construction Contract Change Order Request Construction Contract Change Order Summary B Schedule of Values for Contract Payment C Final Release D Application and Certificate for Payment E Guarantee F Form I Contractor’s Affirmative Action Plan Use of MBE and WBE Vendors Form II Contractor’s Affirmative Action Plan Summary of Bid Activity with MBE and WBE Subcontractors and Vendors Form III Affirmative Action Workforce Report Form IV Minority-Women Utilization Report G Labor Rate Breakdown H Stored Materials Invoicing Documentation I Contractor Performance Evaluation ARTICLE 1 -- INTERPRETATION OF CONTRACT DOCUMENTS Section 1.01 - Owner A. The Owner is Cornell University as identified in the Agreement and referred to throughout the Contract Documents as the "Owner" or "Cornell University". B. Ownership of Documents: All drawings, specifications, computations, sketches, test data, survey results, photographs, renderings and other material relating to the Work, whether furnished to or prepared by the Contractor, are the property of Cornell University. The Contractor shall use such materials or information therefrom only in connection with the Work of this Contract. When requested, the Contractor shall deliver such materials to Cornell University. C. The Owner shall give all orders and directions contemplated under the Contract relative to the execution of the Work. The Owner shall determine the amount, quality, acceptability, and fitness of the Work and shall decide all questions which may arise in relation to said Work. The Owner's estimates and decisions shall be final except as otherwise expressly provided. D. Any differences or conflicts concerning performance which may arise between the Contractor and other Contractors performing Work for the Owner shall be adjusted and determined by the Owner. E. The table of contents, titles, captions, headings, running headlines, and marginal notes contained herein and in said documents is intended to facilitate reference to various provisions of the Contract Documents and in no way affect the interpretation of the provisions to which they refer. Section 1.02 - Meaning and Intent of Specifications, Plans and Drawings The meaning and intent of all specifications, plans and drawings shall be determined in a manner approved by the Owner. Section 1.03 - Order of Precedence A. Should a conflict occur in or between or among any parts of the Contract Documents that are entitled to equal preference, the more expensive way of doing the Work, the better quality or greater quantity of material shall govern, unless the Owner otherwise so directs in writing. B. Drawings and specifications are reciprocal. Anything shown on the plans and not mentioned in the specifications, or mentioned in the specifications and not shown on the plans, shall have the same effect as if shown or mentioned in both. C. Requirements of reference standards form a part of these specifications to the extent indicated by the reference thereto. When provisions of reference standards conflict with provisions in these specifications, the specifications shall govern. ARTICLE 2 -- CONTRACTOR Section 2.01 - Contractor's Obligations A. The Contractor shall, in good workmanlike manner, perform all the Work required by the Contract within the time specified in the Contract. The Contractor shall comply with all terms of the Contract, and shall do, carry on, and complete the entire Work to the satisfaction of the Owner. 1. All labor for this project which is normally under the jurisdiction of one of the local unions as covered in the contract between the Tompkins-Cortland Building Trades Council, Maintenance Division and Cornell University shall be performed by Union labor. B. The Contractor shall furnish, erect, maintain, and remove such construction plant and such temporary Work as may be required. C. The Contractor shall provide and pay for all labor, material, tools, equipment, machinery, as well as utility connections, transportation, and all other facilities and services necessary for the proper execution and completion of the Work, except as otherwise specified elsewhere in the Contract Documents. D. Whenever a provision of the Specifications conflicts with agreements or regulations in force among members of trade associations, unions, or councils which regulate or distinguish what work shall or shall not be included in the work of a particular trade, the Contractor shall make all necessary arrangements to reconcile such conflict without delay, damage, or cost to the Owner and without recourse to the Architect or the Owner. In case progress of the Work is affected by undue delay in furnishing or installing items of material or equipment required under the Contract because of a conflict involving such agreement or regulations, the Owner or the Architect may require that other material or equipment of equal kind and quality be provided at no additional cost to the Owner. Section 2.02 - Contractor's Title to Materials A. The Contractor warrants that the Contractor has full, good and clear title to all materials and supplies used by the Contractor in the Work, free from all liens, claims or encumbrances. B. All materials, equipment and articles which become the property of the Owner shall be new unless specifically stated otherwise. Section 2.03 - "Or Equal" Clause A. Whenever a material, article or piece of equipment or method is identified on the plans or in the specifications by reference to manufacturers' or vendors' names, trade name, catalogue number, or make, no others may be substituted. Any and all other "Or Equal" considerations will be handled under this Section in accordance with General Requirements, Section 01 25 00. B. Where the Architect approves a product proposed by the Contractor and said proposed product requires a revision or redesign of any part of the Work covered by this Contract, or the Work covered by other contracts, all said revision or redesign, and all new drawings and details required therefor shall be provided by the Contractor and shall be approved by the Architect. All time spent by the Architect or its agents to evaluate the proposed substitution and or necessary engineering cost to accommodate the requested change shall be reimbursed to the Owner by the Contractor via the Change Order procedure. Section 2.04 - Quality, Quantity and Labeling A. The Contractor shall furnish materials and equipment of the quality and quantity specified in the Contract. Unless otherwise provided, all materials and articles incorporated into the work shall be new and of the most suitable grade of their respective kinds for the purpose. When required by the Contract Documents or when directed by the Owner, the Contractor shall supply the Owner's Representative, for their acceptance, full information concerning any material which the Contractor contemplates incorporating into the work. Materials and articles installed or used without such acceptance shall be at the risk of subsequent rejection. B. When materials are specified to conform to any standard, the Owner may require that the materials delivered to the Site shall bear manufacturer's labels stating that the materials meet said standards. C. The above requirements shall not restrict or affect the Owner's right to test materials as provided in the Contract. D. Whenever several alternative materials or items are specified by name or other particular reference for one use, the Owner's Representative may require the Contractor to submit in writing a list of the particular materials or items the Contractor intends to use before the Contract is executed. Section 2.05 - Superintendence by Contractor A. The Contractor shall employ a full-time competent construction superintendent and necessary staff; the construction superintendent shall devote full time to the Work and shall have full authority to act for the Contractor at all times. The Contractor shall provide the Owner with the names and authority of such personnel in writing. B. If at any time the superintendent is not satisfactory to the Owner, the Contractor shall, if requested by the Owner, replace said superintendent with another superintendent satisfactory to the Owner. There shall be no change in superintendent without the Owner's approval. C. The Contractor shall remove from the Work any employee of the Contractor or of any Subcontractor when so directed by the Owner. Section 2.06 - Subsurface or Site Conditions A. The Contractor acknowledges that it has assumed the risk and that the contract consideration includes such provision as the Contractor deems proper for all subsurface conditions as the Contractor could reasonably anticipate encountering from the provisions of the Contract Documents, borings, rock cores, topographical maps and such other information as the Owner made available to the Contractor or from their own inspection and examination of the site prior to the Owner's receipt of bids. B. In the event that the Contractor encounters subsurface physical conditions at the site differing substantially from those shown on or described or indicated in the Contract Documents and which could not have been reasonably anticipated from the aforesaid information made available by the Owner or from the Contractor's aforesaid inspection and examination of the site, the Contractor shall give immediate notice to the Owner of such conditions before they are disturbed. Such notice shall include probable cost and/or any impact to the schedule. The Owner will thereupon promptly investigate the conditions and if Owner finds that they do substantially differ from that which should have been reasonably anticipated by the Contractor, the Owner shall make such changes in the drawings and specifications as may be necessary and a change order shall be issued. Section 2.07 - Representations of Contractor The Contractor represents and warrants: A. That the Contractor is financially solvent and is experienced in and competent to perform the Work; B. That the Contractor is familiar with all Federal, State, or other laws, ordinances, orders, building codes, rules and regulations, which may in any way affect the Work; C. That any temporary and permanent Work required by the Contract can be safely and satisfactorily constructed. D. That the Contractor has carefully examined the Contract and the Site of the Work and that, from the Contractor's own investigations is satisfied as to the nature and location of the Work, the character, quality and quantity of surface and subsurface materials likely to be encountered, the character of equipment and other facilities needed for the performance of the Work, the general and local conditions, and all other materials or items which may affect the Work. The Contractor has correlated those observations with the requirements of the Contract Documents and has made all other investigations essential to a full understanding of the Work and the difficulties which may be encountered in performing the Work. Section 2.08 - Verifying Dimensions and Site Conditions A. The Contractor shall take all measurements at the Site and shall verify all dimensions and site conditions at the Site before proceeding with the Work. If said dimensions or conditions are found to be in conflict with the Contract, the Contractor immediately shall refer said conflict to the Owner. B. During the progress of Work, the Contractor shall verify all field measurements prior to fabrication of building components and equipment, and proceed with the fabrication to meet field conditions. C. The Contractor shall consult all Contract Documents to determine exact location of all Work and verify spatial relationships of all Work. Any question concerning said location or spatial relationships shall be submitted in a manner approved by the Owner. D. Specific locations for equipment, pipelines, ductwork and other such items of Work, where not dimensioned on plans, shall be determined in consultation with the Owner and other affected Contractors and Subcontractors. E. The Contractor shall be responsible for the proper fitting of the Work in place. F. Should failure of the Contractor to perform services under this section result in additional costs to the Owner, the Contractor shall be responsible for such additional costs. Section 2.09 - Copies of Contract Documents for Contractors A. The Owner shall furnish to the Contractor, without charge, up to ten (10) sets of Contracts Documents and one (1) set of reproducible sepias. B. Any sets in excess of the number mentioned above may be furnished to the Contractor at the cost of reproduction and mailing. C. All drawings, specifications, and copies thereof furnished by the Owner are the property of the Owner. They are not to be used on other work, and with the exception of the signed Contract Set, are to be returned to the Owner on request at the completion of the work. Section 2.10 - Meetings The Contractor and all subcontractors as requested shall attend all meetings as directed by the Owner or the Owner's Representative. Section 2.11 - Related Work The Contractor shall examine the Contract for related work to ascertain the relationship of said work to the Work under the Contract. Section 2.12 - Surveys and Layout Unless otherwise expressly provided in the Contract, the Owner shall furnish the Contractor all surveys of the property necessary for the Work, but the Contractor shall lay out the Work. Section 2.13 - Errors, Omissions or Discrepancies The Contractor shall examine the Contract thoroughly before commencing the Work and report in writing any errors or discrepancies to the Owner or the Owner's Representative. Section 2.14 - Project Labor Rates The Contractor shall submit to the Owner, for review and approval, within thirty (30) days after Contract is awarded all trade labor rates inclusive of fringe benefits, taxes, insurance for the duration of the individual craft agreement in accordance with Exhibit G. Revised rates shall be provided within thirty (30) days of signing any new agreements with the individual crafts during this project. Section 2.15 – Daily Reports The Contractor's Construction Superintendent shall submit a Daily Report to the Cornell University Project Manager or the Resident Field Engineer at the job site. Such reports shall, at a minimum, contain the following information: Name of Project Project Number Date of Report Weather Conditions Equipment on the site Contractors on site including name and number of employees on site for each contractor Work/area and activity for each contractor Overtime worked and planned work progress Environmental problems and corrections Other information, such as special events, occurrences, materials delivered, accidents or injuries, recommendations, suggestions, visitors, inspections, equipment start-up and check out, occupancy, etc. ARTICLE 3 -- INSPECTION AND ACCEPTANCE Section 3.01 - Access to the Work The Owner and Architect, or their duly authorized representatives, assistants, or inspectors shall at all times and for any purpose have access to the work and the premises used by the Contractor, and the Contractor shall provide safe and proper facilities therefor. In addition, the Contractor shall, whenever so requested, give the Owner and Architect or their duly authorized representatives access to the proper invoices, bills of lading, specifications, etc., which may be required in determining the adequacy and/or quantity of materials used in completion of the work. Section 3.02 - Notice for Testing If the Contract Documents, laws, ordinances, rules, regulations, or orders of any public authority having jurisdiction require any work to be inspected, tested, accepted, or approved, the Contractor shall give the Owner timely notice of its readiness and of the date arranged so the Owner may observe such inspection, testing, or approval. The Contractor shall bear all costs of such inspection, tests, and approvals unless otherwise provided. Section 3.03 - Inspection of Work A. The Contractor will cooperate in all ways to facilitate the inspection and examination of the work. The inspections and examinations will be carried out in such a manner that the work will not be delayed. B. All Work, all materials whether or not incorporated in the Work, all processes of manufacturer, and all methods of construction shall be, at all times and places, subject to the inspection of the Owner and the Owner shall be the final judge of the quality and suitability of the Work. Any Work not approved by the Owner shall immediately be reconstructed, made good, replaced or corrected by the Contractor including all Work of other Contractors destroyed or damaged by said removal or replacement. C. Required certificates of inspection, testing, acceptance, or approval shall be secured by the Contractor and promptly delivered to the Owner. Section 3.04 - Inspection and Testing All materials and equipment used in the Work shall be subject to inspection and testing in accordance with accepted standards to establish conformance with specifications and suitability for uses intended, unless otherwise specified in the Contract. If any Work shall be covered or concealed without the approval or consent of the Owner, said Work shall, if required by the Owner, be uncovered for examination. If any test results are below specified minimums, the Owner may order additional testing. The cost of said additional testing, any additional professional services required, and any other expenses incurred by the Owner as a result of said additional testing shall be paid by the Contractor. Reexamination of any part of the Work may be ordered by the Owner, and if so ordered the Work must be uncovered by the Contractor. If said Work is found to be in accordance with the Contract, the Owner shall pay the cost of reexamination and replacement. If said Work is found not to be in accordance with the Contract, the Contractor shall pay the cost of reexamination and replacement. Section 3.05 - Defective or Damaged Work If, in the opinion of the Owner, it is undesirable to replace any defective or damaged materials or to reconstruct or correct any portion of the Work injured or not performed in accordance with the Contract, the compensation to be paid to the Contractor shall be reduced by an amount which, in the judgment of the Owner, shall be deemed to be equitable. Section 3.06 - Acceptance No previous inspection shall relieve the Contractor of the obligation to perform the Work in accordance with the Contract. No payment, either partial or full, by the Owner to the Contractor shall excuse any failure by the Contractor to comply fully with the Contract Documents. The Contractor shall remedy all defects, paying the cost of any damage to other Work resulting therefrom. ARTICLE 4 -- CHANGES IN WORK Section 4.01 - Changes A. The Owner, without invalidating the Contract, may order changes within the general scope of the Contract and the Contractor shall promptly comply with such change orders. B. A change order is a written direction to the Contractor signed by the Owner, issued after execution of the Contract, authorizing a change in the Work, extra work, or an adjustment in the Contract price or time of performance. C. No claims for changes, extra work or additional time to complete the Contract or an adjustment in the Contract price shall be allowed unless such change is ordered in writing by the Owner. D. The Owner shall determine the amount by which the Contract consideration is to be increased or decreased by a change order by one (1) or more of the following methods: 1. By agreement with the Contractor. 2. By applying the applicable price or prices previously bid and approved. This method shall be used if the Contract contains applicable unit prices. (i) To the extent that Unit Prices are applicable, as determined by the Owner, work shall be priced and paid for or credited in accordance with such Unit Prices; except that a Unit Price shall not apply to any portion of work which is either reduced or increased by more than 25%. Said Unit Prices shall be valid for the duration of the project as applicable, unless stipulated elsewhere in the Contract Documents. (ii) For Unit Price items, additions and deletion of like items shall be algebraically summed and then multiplied by the applicable Unit Prices. For Direct Labor and Material items, all additions and deletions shall be algebraically summed for each subcontractor and then multiplied by the applicable markup. (iii) Unit Prices are for work complete, measured in place and cover profit and all other costs and expenses. Unit Prices include, without limit, all conditions of the contract and all general requirements such as layout, reproduction of Drawings and Specifications, testing and inspection, shop drawing and sample coordination, supervision (field and home office), small tools and expendable items, insurance, taxes, temporary facilities and services, including access and safety, "as-built" drawings, and general and administrative overhead and profit. 3. By estimating the fair and reasonable cost of: (i) Labor, including all wages, required wage supplements and insurance required by law paid to employees below the rank of superintendent directly employed at the Site. (ii) Materials (iii) Equipment, excluding hand tools, which in the judgment of the Owner, would have been or will be employed exclusively and directly on the Work. 4. By determining the actual cost of the extra work in the same manner as in Subsection 3 except the actual costs of the Contractor shall be used in lieu of estimated costs. E. Mark-ups: 1. Work performed by the Contractor. Where the Work is performed directly by the Contractor by adding to the total of such estimated costs a sum equal to fifteen percent (15%) thereof. 2. Work performed by a Subcontractor. Where the change order work is performed by a Subcontractor under contract with the Contractor, by adding a sum equal to fifteen (15%) of said costs for the benefit of said Subcontractor, and by adding for the benefit of the Contractor an additional sum equal to ten percent (10%) of said costs. 3. Work performed by a Sub-Subcontractor. Where work is performed by a Sub-Subcontractor, by adding the sum equal to fifteen percent (15%) of said costs for the benefit of said Sub-Subcontractor, by adding for the benefit of the Subcontractor an additional sum equal to five percent (5%) of said cost and by adding for the benefit of the Contractor an additional sum equal to five percent (5%) of said cost. 4. No markup shall be paid on the premium portion of overtime pay. 5. No markup shall be paid on insurance, taxes, fringe benefits or bond cost. Where the Work involves both an increase and a reduction in similar or related Work, the above percentage override shall be applied only on the amount, if any, that the cost of the increase exceeds the cost of the reduction. F. Regardless of the method used by the Owner in determining the value of a change order, the Contractor, within thirty (30) calendar days after a request for the estimate of value shall submit to the Owner a detailed breakdown of the Contractor's estimate, including all subcontractors details, of the value of the Change Order Work, in the format detailed in Exhibit A-1. Each submission shall include a paper copy and an electronic .pdf format of all documentation. G. Unless otherwise specifically provided for in a change order, the compensation specified therein includes a full payment for both the Work covered by the order and for any damage or expense incurred by the Contractor by any delays, including any delays to other Work to be done under the Contract resulting from said change order. The Contractor waives all rights to any other compensation for said damage or expense. H. The Contractor shall furnish satisfactory bills, payrolls and vouchers covering all items of cost and when requested by the Owner shall give the Owner access to accounts and records relating thereto. Section 4.02 - Form of Change Orders All change orders shall be processed, executed and approved on the Owner's change order form, which is included herein as Exhibit "A" and made a part of the Contract Documents. No alteration to this form shall be acceptable to the Owner and no payment for change order Work shall be due the Contractor unless a change order has been issued and approved on said form. ARTICLE 5 -- TIME OF COMPLETION Section 5.01 - Time of Completion A. The Work shall be commenced at the time stated in the written order of the Owner and shall be completed no later than the date of completion specified in the Contract. All required overtime to maintain progress schedule is included in the Base Bid. B. The date of beginning and the time for completion of the Work, as specified in the Contract, are essential conditions of the Contract. C. The Work shall be prosecuted diligently at such rate of progress as shall insure full completion within the time specified. It is expressly understood and agreed, that the time for the completion of the Work described herein is a reasonable time, taking into consideration the average climatic range and usual business and labor conditions prevailing in the locality of the Site. D. Time is of the essence on each and every portion of the Work. In any instance in which additional time is allowed for the completion of any Work, the new time of completion established by said extension shall be of the essence. If in the Architect’s or Owner's judgment, it becomes necessary at any time during construction to accelerate and/or complete certain areas of the project, the Contractor shall concentrate efforts and manpower on designated areas. E. Where Work occurs within occupied areas, perform same only on approved schedule, so as not to interfere with normal operation of occupied areas. F. The Contractor shall not be charged with damages or any excess cost if the Owner determines that the Contractor is without fault and the Contractor's reasons for the time extension are acceptable to the Owner. The Contractor shall not be charged with damages or any excess cost for delay in completion of the work if the Owner determines that the delay is due to: 1. any preference, priority or allocation order duly issued by the Government of the United States or the State of New York; 2. unforeseeable cause beyond the control and without the fault or negligence of the Contractor, and approved by the Owner, including, but not limited to, acts of God or of public enemy, acts of the Owner, fires, epidemics, quarantine, restrictions, strikes, freight embargoes and unusually severe weather. G. The time for completion can only be extended by change order and may be extended for: 1. all of the Work, or 2. only that portion of the Work altered by the change order. H. Any claim for extension of time shall be made in writing to the Owner not more than ten (10) days after the commencement of the delay; otherwise it shall be waived. ARTICLE 6 -- TERMINATION Section 6.01 - Termination for Cause In the event that any provision of this Contract is violated by the Contractor or by any Subcontractor of the Contractor, the Owner may serve written notice upon the Contractor, and upon the Contractor's surety, if any, of the Owner's intention to terminate the Contract. The notice shall briefly state the reasons for the termination and shall specify a termination date. If arrangements satisfactory to the Owner are not made to remove and remedy the violation, the Contract shall terminate upon the date specified by the Owner in the notice. In the event of termination, the Owner may take over and complete the Work at the expense of the Contractor. The Contractor and Contractor's surety shall be liable to the Owner for all costs thereby incurred by the Owner. In the event of such termination the Owner may take possession of and may utilize such materials, appliances, and plant as may be located on the Site and which may be necessary or useful in completing the Work. Section 6.02 - Termination for Convenience of Owner The Owner, at any time, may terminate the Contract in whole or in part. Any said termination shall be effected by delivering to the Contractor a notice of termination specifying the extent to which performance of Work under the Contract is terminated and the date upon which said termination becomes effective. Upon receipt of the notice of termination, the Contractor shall act promptly to minimize the expenses resulting from said termination. The Owner shall pay the Contractor for costs actually incurred by the Contractor up to the effective date of said termination, but in no event shall the Contractor be entitled to compensation in excess of the total consideration of the Contract. In the event of said termination the Owner may take over the Work and prosecute same to completion. Section 6.03 - Owner's Right to do Work The Owner may, after notice to the Contractor, without terminating the Contract and without prejudice to any other right or remedy the Owner may have, perform or have performed by others all of the Work or any part thereof and may deduct the cost thereof from any monies due or to become due the Contractor. ARTICLE 7 -- DISPUTES Section 7.01 - Disputes Procedure A. If the Contractor claims that any Work which the Contractor has been ordered to perform will be Work which should have been authorized or directed by change order, or that any action or omission of the Owner is contrary to the terms of the Contract, the Contractor shall: 1. File a notice with the Owner which sets forth the basis of the Contractor's claim and requests a resolution of the dispute. Such notice shall be filed within fifteen (15) working days after being ordered to perform the disputed work or within fifteen (15) working days after commencing performance of the disputed work, whichever is earlier, or within fifteen (15) working days after the act or omission of the Owner which the Contractor claims is contrary to the terms of the Contract. 2. Proceed diligently with the performance of the work in accordance with the instructions of the Owner pending the resolution of the dispute by the Owner. 3. Promptly comply with the order of the Owner regarding the disputed matter. 4. Any such decision, or any other decision of the Owner in respect to a dispute, shall be final unless the Contractor, within ten (10) working days after such decision, shall deliver to the Owner a verified written statement which sets forth the Contractor's contention that the decision is contrary to a provision of the contract. Pending the decision of the Owner, the Contractor shall proceed in accordance with the original decision. The Owner shall determine the validity of the Contractor's claim and such determination shall be final. The Contractor may file a notice with the Owner reserving its rights in connection with the dispute but shall comply with the Owner's decision and complete the work as directed. B. No claim for additional costs regarding changed or extra work shall be allowed unless the work was done pursuant to a written order of the Owner. C. The value of claims for extra work, if allowed, shall be determined by the methods described in the Contract. Refer to Article 4 of these General Conditions. D. The Contractor's failure to comply with any or all parts of Article 7 shall be deemed to be: 1. a conclusive and binding determination on the part of the Contractor that the order, work, action or omission is not contrary to the terms and provisions of the Contract; 2. a waiver by the Contractor of all claims for additional compensation, time extension, or damages as a result of said order, work, action or omission. ARTICLE 8 -- SUBCONTRACTS Section 8.01 - Subcontracting A. The Contractor may utilize the services of Subcontractors. B. The Contractor shall submit to the Owner, in writing, the name of each proposed Subcontractor and Sub-Subcontractor, as required by the Contract. The Contractor shall not award any Work to any Subcontractor or Sub-Subcontractor without the prior written approval of the Owner. C. The Contractor shall be fully responsible for the Work, acts and omissions of Subcontractors, and of persons either directly or indirectly employed by Subcontractors. D. The Contractor shall cause appropriate provisions to be inserted in all subcontracts relative to the Work to bind Subcontractors to the Contractor by the terms of the Contract insofar as applicable to the Work of Subcontractors, indemnification and to give the Contractor the same power to terminate any subcontract that the Owner may exercise over the Contractor. E. The Contractor's use of Subcontractors shall not diminish the Contractor's obligation to complete the Work in accordance with the Contract. The Contractor shall control and coordinate the Work of Subcontractors. F. Nothing contained in the Contract shall create any contractual relationship between Subcontractors and the Owner. ARTICLE 9 -- COORDINATION AND COOPERATION Section 9.01 - Cooperation with Other Contractors A. Normally, the Work will be performed by a single Contractor. However, the Owner reserves the right to perform work related to the Work with its own forces or award separate contracts. In that event, the Contractor shall coordinate its operations with the Owner's forces or separate Contractors. B. The Owner cannot guarantee the responsibility, efficiency, unimpeded operations or performance of any contractor. The Contractor acknowledges these conditions and shall bear the risk of all delays including, but not limited to, delays caused by the presence or operations of other contractors. C. The Contractor shall keep informed of the progress and workmanship of other contractors and shall notify the Owner immediately of lack of progress or defective workmanship on the part of other contractors where said delay or defective workmanship may interfere with the Contractor's operations. D. Failure of a Contractor to keep so informed and failure to give notice of lack of progress or defective workmanship by others shall be construed as acceptance by the Contractor of said progress and workmanship as being satisfactory for proper coordination with the Work. E. If the Contractor notifies the Owner, in writing, that another contractor on the Site is failing to coordinate the work of said contractor with the Work, the Owner shall investigate the charge. If the Owner finds it to be true, the Owner shall promptly issue such directions to the other contractor with respect thereto as the situation may require. The Owner shall not be liable for any damages suffered by the Contractor by reason of the other contractor's failure to promptly comply with the directions so issued by the Owner, or by reason of another contractor's default in performance. F. If the Owner shall determine that the Contractor is failing to coordinate the Work with the work of other contractors as the Owner has directed: 1. the Owner shall have the right to withhold any payments due under the Contract until the Owner's directions are complied with by the Contractor; and 2. the Contractor shall indemnify and hold the Owner harmless from any and all claims or judgments for damages and from any costs or damages to which the Owner may be subjected or which the Owner may suffer or incur by reason of the Contractor's failure promptly to comply with the Owner's directions. G. Should the Contractor sustain any damage through any act or omission of any other contractor having a contract with the Owner or through any act or omission of any Subcontractor of said other contractor, the Contractor shall have no claim against the Owner for said damage. H. Should any other contractor having a Contract with the Owner sustain damage through any act or omission of the Contractor or its Subcontractor, the Contractor shall reimburse said other contractor for all said damages and shall indemnify and hold the Owner harmless from all said claims. ARTICLE 10 -- PROTECTION OF RIGHTS, PERSONS AND PROPERTY Section 10.01 - Accidents and Accident Prevention A. The Contractor shall at all times take reasonable precautions for the safety of persons engaged in the performance of the work. The Contractor shall comply fully with all applicable provisions of federal, state, and local law. The Contractor alone shall be responsible for the safety, efficiency and adequacy of the Contractor's Work, plant, appliances and methods, and for any damage which may result from the failure or the improper construction, maintenance, or operation of said Work, plant, appliances and methods. B. The Contractor shall maintain an accurate record of all cases of death, occupational disease, and injury requiring medical attention or causing loss of time from work, arising out of or in the course of employment on Work under the Contract, and shall immediately notify the Owner in writing of any injury which results in hospitalization or death. The Contractor shall supply the Owner with all Contractor and Subcontractor written accident investigation forms and accident reports prepared. C. The Contractor shall provide to the Project Manager, Material Safety Data Sheets (OSHA Form 20 or the equivalent) for all chemicals to be used on site. All chemicals requiring any precautionary measures (eg. special storage or disposal requirements, personal protective equipment, or additional ventilation), shall be brought to the attention of Cornell University for review and approval, prior to their use on site. 1. All chemicals brought on site by the Contractor shall be clearly labeled. The label shall state the identity of the chemical, any associated hazards, and the Contractor's name. 2. All Contractor employees who are using chemicals shall be made aware of the hazards associated with their use. Safe chemical handling procedures in accordance with OSHA or other governmental agencies, and manufacturer's recommendations shall be used at all times. 3. The Contractor shall dispose of all chemicals in accordance with EPA and Cornell University requirements, regardless of the size of the container or the quantity of waste, and must receive prior approval of Cornell University. D. The Contractor shall be responsible for the initiation, maintenance and supervision of safety precautions and programs in connection with the Work. E. The Contractor shall, at all times, guard the Owner's property from injury or loss in connection with the Work. The Contractor shall, at all times, guard and protect the Contractor's Work. The Contractor shall replace or make good any said loss or injury unless said loss or injury is caused directly by the Owner. F. The Contractor shall have full responsibility to install, protect and maintain all materials and supplies in proper condition and forthwith repair, replace and make good any damage thereto until Final Acceptance. Section 10.02 - Adjoining Property A. The Contractor shall be required to protect all the adjoining property and to repair or replace any such properties damaged or destroyed by the Contractor, its employees or subcontractors thereof, by reason of, or as a result of activities under, for or related to the Contract. Section 10.03 - Emergencies A. In case of an emergency which threatens loss or injury to persons or property, the Contractor will be allowed to act, without previous instructions from the Owner, in a diligent manner, to the extent required to avoid or limit such loss or injury, and the Contractor shall notify the Owner immediately thereafter of the action taken. Section 10.04 - Bonds A. Before commencing the performance of any work covered by the Contract, the Contractor shall furnish to the Owner any required Bonds. The failure of the Contractor to supply the required Bonds within ten (10) days after the Contract signing shall constitute a default. Section 10.05 - Risks Assumed by the Contractor A. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner and its agents and employees from and against all claims, damages, losses, fines, and expenses, including attorneys' fees, arising out of or resulting from the performance of the work including, but not limited to, those arising out of bodily or personal injury, sickness, disease, death, or injury or destruction of tangible property, including the loss of use resulting therefrom, to which the Owner, its agents or employees may be subjected by reason of any negligent act or omission, willful misconduct, violation of law, or breach of this Contract by the Contractor, or any of its subcontractors, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by the Owner, except to the extent caused by Owner's own negligence. 1. In the event that any party is requested but refuses to honor the indemnity obligations hereunder, then the party indemnifying shall, in addition to all other obligations, pay the cost of bringing any such action, including attorneys' fees, to the party requesting indemnity. B. Neither the Owner's final acceptance of the work to be performed hereunder nor the making of any payment shall release the Contractor from its obligations under this Section. The enumeration elsewhere in the Contract of particular risks assumed by the Contractor or of particular claims for which the Contractor is responsible shall not be deemed to limit the effect of the provisions of this Section or to imply that the Contractor assumes or is only responsible for risk or claims of the type enumerated. Section 10.06 - Contractor's Compensation and Liability Insurance A. The Contractor shall procure and maintain, at its own cost and expense, until final acceptance by the Owner of all the work covered by this Contract, the following kinds of insurance: 1. Worker's Compensation Insurance. A policy complying with the requirements of the laws of the State of New York and any other laws that may be applicable thereto, including Coverage B - Employer's Liability with a limit of not less than $1,000,000. 2. Contractor's Comprehensive General Liability Insurance. A standard comprehensive general liability insurance policy, with contractual, completed operations, explosion, collapse and underground property damage coverage’s issued to and covering the liability of the Contractor for all work and operations under this Contract, all obligations assumed by the Contractor under this Contract and all damage to work performed by subcontractors on your behalf. The Contractor shall provide Broad Form Comprehensive General Liability Insurance, and the Owner shall be an additional insured in the policy. The policy shall include cross liability coverage and shall be endorsed to indicate that it is primary coverage. The completed operations coverage’s shall be maintained for not less than two years after acceptance of the work. The coverage under such policy shall be not less than a combined single limit for Bodily Injury and Property Damage as follows, or such limits carried by the Contractor, whichever is greater: BODILY INJURY AND PROPERTY DAMAGE LIABILITY (BROAD FORM) $ 5,000,000 Each Occurrence $ 5,000,000 Aggregate 3. Automobile Liability Insurance. A policy covering the use in connection with the work covered by the Contract Documents of all owned, non-owned and hired vehicles bearing, or, under the circumstances under which they are being used, required by the Motor Vehicle Laws of the State of New York to bear license plates. The coverage under such policy shall be not less than a combined single limit for Bodily Injury and Property Damage of: BODILY INJURY AND PROPERTY DAMAGE LIABILITY $ 1,000,000 Each Person $ 1,000,000 Each Accident B. In addition to maintaining all of the above insurances, the Contractor shall indemnify and hold harmless the Owner and its agents and employees from and against liability, including additional premium due because of the Contractor's failure to maintain coverage limits as required under this section. C. Insurance similar to that required of the Contractor shall be provided by or on behalf of all subcontractors to cover their own operations performed under this Contract. The Contractor shall be held responsible for any modifications in these insurance requirements as they apply to subcontractors. D. Before commencing the performance of any work covered by the Contract, the Contractor shall furnish to the Owner a current certificate or certificates, in duplicate, of the insurance required under the foregoing provisions including copies of subcontractor’s certificates. Such certificates shall be on a form prescribed by the Owner, shall list the various coverage’s and shall contain, in addition to any provisions hereinbefore required, a provision that the policy shall not be changed or cancelled and that it will be automatically renewed upon expiration and continued in force until final acceptance by the Owner of all the work covered by the Contract, unless the Owner is given thirty (30) days written notice to the contrary. Upon renewal of each of the Contractor's insurance coverage’s, the Owner shall be provided with a new certificate of insurance showing such renewal. Certificates and written notices shall be directed to the Office of Facilities Contracts. The Contractor shall furnish the Owner with a certified copy of each policy including any and all exclusions to such policy. E. If at any time any of the above required insurance policies should be cancelled, terminated or modified so that insurance is not in effect as above required, then, if the Owner shall so direct, the Contractor shall suspend performance of the work covered in the Contract. If the said work is so suspended, no extension of time shall be due on account thereof. The Owner may, at its option, obtain insurance affording coverage equal to that above required, at the Contractor's expense. Section 10.07 - Liability Insurance of the Owner A. The Owner, at its own cost and expense, shall procure and maintain such liability insurance as will, in its opinion, protect the Owner from its contingent liability to others for damages because of bodily injury, including death, and property damage which may arise from operations under this Contract. Section 10.08 - Owner's and Contractor's Responsibilities for Fire and Extended Coverage Insurance Hazards A. The Contractor shall purchase and maintain in force a builders risk insurance policy on the entire work. Such insurance shall be written on a completed value form and in an amount equal to the initial contract sum and modified by any subsequent modifications to the contract sum. The insurance shall name Cornell University and the State of New York, all subcontractors and sub- subcontractors. The insurance policy shall contain a provision that the insurance will not be cancelled or allowed to expire until the Contractor has given at least thirty (30) days prior written notice to Cornell University. The insurance shall cover the entire work at the site, including reasonable compensation for architects services and expenses made necessary by an insured loss. Insured property shall include portions of the work located away from the site and in transit to the site. The policy shall cover the cost of removing debris and demolition as may be legally necessary. The policy shall cover any boiler or machinery loss which may be suffered during installation and until final acceptance. The insurance required shall be written to cover “all risk” of physical loss including a loss due to collapse. Any deductible shall be the responsibility of the Contractor but in no case shall the deductible be more than $10,000 unless Cornell University has agreed to a higher deductible. The Contractor shall provide to Cornell University a certificate of insurance and a summary of coverage’s including all endorsements and exclusions prior to commencement of the work. Once the policy is received, the Contractor shall provide a copy of such policy to Cornell University. There shall be a mutual waiver of recovery between Cornell University, the Contractor and all other parties to the extent such losses are covered by the builders risk policy. If Cornell University wishes to occupy the building prior to final acceptance and if the policy contains a provision which limits coverage for such partial occupancy, the parties agree work together to obtain consent of the insurance company for such partial occupancy or use under mutually acceptable terms. B. Losses, if any, under such insurance shall be payable to the Owner. C. The Contractor shall be responsible for any and all loss of materials connected with the construction due to unexplainable disappearance, theft or misappropriation of any kind or nature. D. The foregoing provisions shall not operate to relieve the Contractor and subcontractors of responsibility for any loss or damage to their own or rented property or property of their employees, of whatever kind or nature, or on account of labor performed under the Contract incident to the repair, replacement, salvage, or restoration of such items, including but not limited to tools, equipment, forms, scaffolding, and temporary structures, including their contents, regardless of ownership of such contents, except for such contents as are to be included in and remain a part of the permanent construction. The Owner shall in no event be liable for any loss or damage to any of the aforementioned items, or any other property of the Contractor, subcontractors and the Architect, or employees, agents, or servants of same, which is not to be included in and remain a part of the permanent construction. The Contractor and subcontractors severally waive any rights of recovery they may have against the Owner and the Architect for damage or destruction of their own or rented property, or property of their employees of whatever kind or nature. Section 10.09 - Effect of Procurement of Insurance A. Neither the procurement nor the maintenance of any type of insurance by the Owner or the Contractor shall in any way be construed or be deemed to limit, discharge, waive or release the Contractor from any of the obligations and risks imposed upon the Contractor by the Contract or to be a limitation on the nature or extent of such obligations and risks. Section 10.10 - No Third Party Rights A. Nothing in the Contract shall create or give to third parties; any claim or right of action against the Contractor, the Architect, and the Owner beyond such as may legally exist irrespective of the Contract. ARTICLE 11 -- USE OR OCCUPANCY PRIOR TO ACCEPTANCE BY OWNER Section 11.01 – Substantial Completion A. The term "substantial completion" means the completion of the Work to the extent that Cornell University may have uninterrupted occupancy or use of the facility or specified portion thereof for the purpose for which intended. The Contractor shall obtain all certificates of occupancy required prior to occupancy, and any electrical, mechanical and plumbing certificates, or other certificates or required approvals and acceptances by City, County, and State governments or other authority having jurisdiction. Section 11.02 - Occupancy Prior to Acceptance A. If, before Final Acceptance, the Owner desires Beneficial Occupancy of the Work, or any part thereof, which is completed or partly completed, or to place or install therein equipment and furnishings, the Owner shall have the right to do so, and the Contractor shall in no way interfere with or object to said Beneficial Occupancy by the Owner. B. Said Beneficial Occupancy (1) shall not constitute acceptance of space, systems, materials or elements of the Work, nor shall said Beneficial Occupancy affect the start of any guarantee period, and (2) shall not affect the obligations of the Contractor for Work which is not in accordance with the requirements of the Contract or other obligations of the Contractor under the Contract. C. The Contractor shall continue the performance of the Work in a manner which shall not unreasonably interfere with said use, occupancy and operation by the Owner. ARTICLE 12 -- PAYMENT Section 12.01 - Provision for Payment A. The Owner agrees to pay the Contract Price to the Contractor for the performance of this Contract and the fulfillment of all the Contractor's obligations. The Contract Price means all costs reimbursable under the Contract Documents. B. The final certificate of the Architect shall certify that the Contract has been completed within the stipulated time, and shall not be issued until all drawings and specifications have been returned to the Owner. The issuance of said certificates, however, or any payments made thereon shall not lessen the total responsibility of the Contractor to complete the work to the satisfaction of the Owner in accordance with the Contract. C. Payments on the Contract Price shall be made each month as the work progresses in accord with the following procedure: 1. The Contractor's schedule of values, including quantities, aggregating the total Contract Price, divided so as to facilitate payments to subcontractors as specified herein, shall be the basis for monthly progress payments. This schedule, attached hereto as Exhibit "B" and made a part of the Contract Documents, when approved by the Owner and Architect shall be used as a basis for progress payments. In applying for payments, the Contractor shall submit a statement based upon this approved schedule. 2. (a) On a date agreed upon by the Owner, Architect, and Contractor, a meeting shall be held by the Owner to review the work completed and materials on hand. This meeting shall review each item to be submitted by the Contractor in the requisition for payment. (b) On the first day of each month, or as soon thereafter as practicable, the Contractor shall submit a written statement, including Contract Number, full name of the project and the name of the Owner's Representative as set forth in Article 15, Section 15.08, in approved format to the Architect with five (5) copies, setting forth in detail the cost of the work done and materials delivered to the job site up to and including the last day of the previous month and shall make application for payment of ninety percent (90%) of the amount of said statement, less the aggregate of all previous payments made by the Owner against the Contract Price. (c) Each statement and application shall be accompanied by duplicate copies of an affidavit, executed by the Contractor, certifying that the statement is true and correct, and that all bills for labor, and materials incorporated in or delivered to the job, due and payable at the time of the preceding progress payment, have been paid. Before final payment is made, the Contractor shall submit evidence that all payrolls, material bills and other indebtedness incurred in connection with the Contract have been paid, including final waivers of any liens. (d) If, pursuant to a prior written agreement with the Owner, payments are requested on account of materials or equipment not incorporated in the work which have been delivered and suitably stored at the site, or at some other location, such payments shall be conditioned upon submission by the Contractor of bills of sale, insurance certificates, notice of bonded warehousing, in accordance with Exhibit “H”. The Contractor shall bear the cost of transporting materials stored off-site to the site. 3. Each such application for payment shall be subject to the review and approval of the Architect. If the Architect finds that the affidavit and application for payment are acceptable and that all the above requirements in connection therewith have been complied with, the Architect shall, within seven (7) calendar days after receiving such application for payment, certify to the Owner that the payment applied for is due and payable to the Contractor. The Architect shall submit the approved applications for payment to: Facilities Contracts 121 Humphreys Service Building Cornell University Ithaca, New York 14853 4. The issuance of a Certificate for Payment constitutes a representation by the Architect to the Owner, based on the date of the Application for Payment, that the work has progressed to the point indicated, that, to the best of their knowledge, information, and belief, the quality of the work is in accordance with the Contract Documents and that the Contractor is entitled to payment in the amount certified. After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner provided in the Agreement within thirty (30) calendar days of receipt of the approved Certificate from the Architect. However, by issuing a Certificate for Payment, the Architect shall not hereby be deemed to represent that the Architect has made exhaustive or continuous on-site inspections to check the quality or quantity of the work or that the Architect has reviewed the construction means, methods, techniques, sequences, or proceedings or that the Architect has made any examination to ascertain how or for what purpose the Contractor has used the monies previously paid on account of the Contract Sum. 5. Any reduction with respect to retention shall be done in accordance with the Change Order provisions as outlined in Article 4 of these General Conditions. The Contractor shall submit to the Owner a written request for such reduction including a Consent of the Surety for such reduction. 6. The remaining ten percent (10%) of the value of the work done and materials furnished and installed under this Agreement shall be retained by the Owner as part security for the faithful performance of the Contractor’s work within the time specified, and shall be paid as indicated in Section 12.04. D. "Schedule of Amounts for Contract Payments" and "Schedule Contractors Monthly Requisitions" (AIA Document G702; Application and Certificate for Payment) must be submitted, in the form as those contained herein as Exhibit "D", to comply with requirements for tax exemption. Section 12.02 - Withholding Payments A. The Owner may, on account of subsequently discovered evidence, withhold or nullify the whole or a part of any Certificate to such extent as may be necessary to protect the Owner from loss on account of: 1. Defective work not remedied. 2. To assure payment of just claims of any persons supplying labor or materials for the work and to discharge any lien filed against the Owner's property. 3. A reasonable doubt that the Contract can be completed for the balance of the Contract Price then unpaid. 4. Damage to another Contractor. 5. Unsatisfactory prosecution of the work by the Contractor. 6. Failure to provide and maintain an acceptable Critical Path Method Network Schedule. Section 12.03 – Documents and Conditions Precedent to Final Payment A. As-Built Documentation 1. Prior to acceptance by the Owner of all work covered by the Contract, the Contractor shall furnish to the Owner through the Architect one (1) set of current reproducible full-size Contract Drawings on which the Contractor has recorded in a neat and workmanlike manner all instances where actual field construction differs from work as indicated on the Contract Drawings. B. Final Documentation: 1. Prior to final payment, and before the issuance of a final certificate for payment in accordance with the provisions of these General Conditions, file the following documents with the Owner. a. Warranties, Bonds, Service & Maintenance Contracts and any other extended guarantees stated in the technical sections of the Specifications. b. Release or Waiver of Lien for the Contractor and Sub-Contractors in accordance with Exhibit C, attached hereto. c. Project Record Documents as defined in General Requirements Section 01 78 39. d. Notification that Final Punch List work has been completed. e. Manufacturers Instruction and Maintenance Manuals as defined in General Requirements Section 01 78 23. f. Fixed Equipment Inventory as defined in General Requirements Section 01 78 22. 2. The Contractor shall also provide a CD containing scanned .pdf format and/or Word Documents of all documentation. Section 12.04 - Final Payment and Release A. When the Contractor determines that the work or a designated portion thereof is substantially complete, the Contractor shall prepare for submission to the Owner a list of items to be completed or corrected. This list, prepared by the Contractor, shall constitute a complete detailed list of defects and deficiencies which, when remedied, will complete all Contract requirements. The submittal shall be accompanied by a statement to that effect. B. The failure to include any items on such list does not alter the responsibility of the Contractor to complete all work in accordance with the Contract Documents. When the Architect, on the basis of an inspection, determines that the work is substantially complete, the Architect will then prepare a Certificate of Substantial Completion. C. Upon receipt of written notice that the work is ready for final inspection and acceptance, the Architect will promptly make such inspection and, when the Architect finds the work acceptable under the provisions of the Contract Documents, and the Contract fully performed, and if bonds have been required, the written Consent of the Surety to the payment of the balance due, and a satisfactory Release of Lien, attached hereto as Exhibit "C" and made a part of the Contract Documents, has been submitted by the Contractor, each subcontractor and sub-subcontractor, the Contractor will promptly issue a final Certificate for Payment, stating that to the best of their knowledge, information, and belief, and on the basis of their observations and inspections the work has been completed in accordance with the terms and conditions of the Contract Documents, and that the entire balance is due and payable. D. All prior certificates upon which progress payments may have been made, being estimates, shall be subject to correction to the final certificate. E. The acceptance by the Contractor of the final payment aforesaid shall constitute a general release of the Owner and its agents or representatives from all claims and liability to the Contractor. ARTICLE 13 -- TAX EXEMPTION Section 13.01 - Tax Exemption A. The Owner is exempt from payment of Federal, State and local taxes, including sales and compensating use taxes on all materials and supplies incorporated into the completed Work. These taxes are not to be included in bids. This exemption does not apply to tools, machinery, equipment or other property leased by or to the Contractor or a Subcontractor, or to supplies and materials which, even though they are consumed, are not incorporated into the completed Work, and the Contractor and Subcontractors shall be responsible for and pay any and all applicable taxes, including sales and compensating use taxes, on said leased tools, machinery, equipment or other property and upon all said unincorporated supplies and materials. B. The Contractor and Subcontractor shall obtain any and all necessary certificates or other documentation from the appropriate governmental agency or agencies, and use said certificates or other documentation as required by law, rule or regulation. ARTICLE 14 -- GUARANTEE Section 14.01 - Guarantee A. The Contractor, at the convenience of the Owner, shall remove, replace and/or repair at their own costs and expense any defects in workmanship, materials, ratings, capacities or characteristics occurring in or to the work covered by Contract for the period of one (1) year or within such longer period as may otherwise be provided in the Contract, the period of such guarantee to commence with the Owner's final acceptance of all work covered under the Contract, and the Contractor, upon demand, shall pay for all damage to all other work resulting from such defects and all expenses necessary to remove, replace and/or repair such work which may be damaged in removing, replacing or repairing the said defects. Acceptance means final acceptance of the entire work, early partial occupancy notwithstanding B. In some instances the nature of the work may require the Owner to accept various components, equipment, spaces or phase of the project. In such cases the Contractor shall submit a separate guarantee for the Owner's acceptance on the form attached hereto as Exhibit "E". Upon completion of the project, the Contractor shall submit to the Owner a guarantee for the project on the form attached hereto as Exhibit "E". ARTICLE 15 -- STANDARD PROVISIONS Section 15.01 - Provisions Required by Law Deemed Inserted Each and every provision of law or clause required by law to be inserted in the Contract shall be deemed to be inserted therein. Section 15.02 - Laws Governing the Contract The Contract shall be governed by the laws of the State of New York, without reference to conflict of law principles. Any and all proceedings relating to the subject matter hereof shall be maintained in New York State Supreme Court, Tompkins County or the federal district court for the Northern District of New York, which courts shall have exclusive jurisdiction for such purposes. Section 15.03 - Assignments The Contractor shall not assign the Contract in whole or in part without prior written consent of the Owner. Section 15.04 - No Third Party Rights Nothing in the Contract shall create or shall give to third parties any claim or right of action against the Owner, beyond such rights as may legally exist irrespective of the Contract. Section 15.05 - Waiver of Rights of Owner A. None of the provisions of the Contract will be considered waived by the Owner except when such waiver is given in writing. Section 15.06 - Nondiscrimination and Affirmative Action A. The Contractor shall submit copies of their Affirmative Action Program and the Affirmative Action Programs of its proposed subcontractors within thirty (30) days after execution of a contract. A meeting to review these forms will be scheduled by the Owner after receipt of the same. Such Affirmative Action Programs must be satisfactory to the Owner. The Contractor shall designate a Compliance Officer in their organization who shall be responsible for implementing the Affirmative Action Program of the Contractor and its subcontractors. Said Compliance Officer shall make such periodic, but not less than monthly, reports on the Plans' progress and on the number of women and minority workers employed. These reports shall be submitted to the Owner Representative on the Affirmative Action Workforce Report and Minority - Women Utilization Report attached hereto as Exhibit "F". B. The Contractor agrees, in addition to any other nondiscrimination provisions of the Contract, that the Contractor shall comply fully with and shall cooperate in the implementation of any Affirmative Action Requirements for Equal Employment Opportunity and Minority Business Enterprises (MBE) participation required by the Owner, at no additional cost to the Owner. Any such requirements shall be incorporated in their entirety in all subcontracts of any tier. C. These provisions shall be deemed supplementary to the nondiscrimination provisions required by applicable federal and state law. D. The Contractor shall submit for Owner approval, a plan of affirmative action designed to assure minority group members an equal opportunity in employment and subcontract work within thirty (30) days of contract award. The Contractor’s Affirmative Action Plan must be approved by the Owner. E. The following forms, attached hereto as Exhibit "F" and made a part of the Contract Documents, are to be used in submitting Affirmative Action Plans and hereby made a part of the Contract Documents. 1. Use of MBE and WBE Vendors (Form I) 2. Summary of bid Activity with MBE and WBE Subcontractors and Vendors (Form II) 3. Affirmative Action Workforce Report (Form III) 4. Minority-Women Utilization Report (Form IV) This Plan is supplementary to all federal and state nondiscrimination requirements. Cornell University is an Equal Employment Opportunity Employer. F. The goals for participation (minority and female), expressed in percentage terms for the Contractor’s aggregate work force in each trade on all construction work, are as follows: Carpenters 4.8% Electricians 14.1% Laborers 7.8% Masons 2.8% Painters 25.7% Plumbers 5.9% Sheetmetal Workers 4.0% G. The Contractor shall demonstrate compliance with these goals by submission of the Affirmative Action Workforce Report (Exhibit F – Form III) on a monthly basis. The Prime Contractor shall provide a single monthly report inclusive of all subcontractor information for the project labor. On-site office personnel should not be included in the "workforce" totals. Such forms shall be submitted to: Facilities Contracts 121 Humphreys Service Building Cornell University Ithaca, New York 14853 Section 15.07 - Limitation on Actions No action or proceeding shall be filed or shall be maintained by the Contractor against the Owner unless said action shall be commenced within six (6) months after receipt by the Owner of the Contractor's final requisition or, if the Contract is terminated by the Owner, unless said action is commenced within six (6) months after the date of said termination. Section 15.08 - Owner's Representative The Owner shall designate a representative authorized to act in its behalf with respect to the Project. The Owner or its representative shall examine documents and shall render approvals and decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Contractor's work. Only directives from Cornell University’s designated representative (NAME OF REPRESENTATIVE) shall be recognized by the Contractor. ARTICLE 16 -- ACCOUNTINGS, INSPECTION AND AUDIT The Contractor agrees to keep books and records showing the actual costs incurred for the Work. Such books and records (including, without limitation, any electronic data processing files used by the Contractor in analyzing and recording the Work) shall be open for inspection and audit by the Owner and its authorized representatives at reasonable hours at the Contractor's local office or at the Owner's office, if necessary, and shall be retained by the Contractor for a period of seven years after the Work has been completed, except that if any litigation, claim or audit is started before the expiration date of the seven year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved.. Each Sub-Contractor shall be similarly obligated to maintain, for inspection and audit by the Owner, books and records respecting the Work. If requested by the Owner, the Contractor shall furnish copies of any and all subcontracts, purchase orders and/or requisitions of any nature associated with the project. ARTICLE 17 – CONTRACTOR PERFORMANCE EVALUATION The Owner shall schedule a meeting at fifty percent (50%) based on project invoicing and at project completion to review with the Contractor their performance for the project unless performance warrants additional reviews. The Owner shall present its review based on the attached “Contractor Performance Evaluation”, Exhibit I. The Contractor shall be given the opportunity to provide input as to the findings of the evaluation after completion by the Owner. ARTICLE 18 -- ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees and shall defend all suits or claims for infringement of any patents, and shall save Cornell University harmless from loss on account thereof; except that Cornell University shall be responsible for all such loss when a particular process or product is specified by Cornell University unless the Contractor shall have reason to believe that the particular process or product infringes a patent, in which event it shall be responsible for loss on account thereof unless it promptly provides such information to Cornell University. ARTICLE 19 -- CONFIDENTIALITY AND USE OF OWNER'S NAME Section 19.01 - Release of Information The Contractor shall not divulge information concerning the Work (including news releases, internal house organs, applications for permits, etc.) to anyone without Cornell University's prior written approval, except to subcontractors and suppliers to the extent that they need such information to perform their work. The Contractor shall require a similar agreement from each such subcontractor and supplier, requiring their compliance with the foregoing. Cornell University reserves the right to release all information, as well as to time its release and specify its form and content. The Contractor may obtain Cornell University's approval to release information by submitting such request to the Cornell University Project Manager. Section 19.02 - Confidential Information The term "Confidential Information" means all unpublished information obtained or received from Cornell University during the term of this Contract which relates to Cornell University's research, development, manufacturing and business affairs. The Contractor shall not disclose confidential information to any person, except to its employees and subcontractors to the extent that they require it in the performance of their Work, during the term of this Contract and until authorized by Cornell University in writing. The Contractor and its subcontractors shall hold all confidential information in trust and confidence for Cornell University, and shall use confidential information only for the purpose of this Contract. The Contractor and its subcontractors shall require all of their employees to whom confidential information is revealed to comply with these provisions. The Contractor shall have an agreement with each subcontractor, requiring their compliance with the foregoing. If it becomes necessary for the Contractor to defend in case of litigation related to its services rendered, permission shall be sought from Cornell University, who shall not unreasonably withhold such permission, before any disclosures are made. This Section does not apply to information which (1) is or becomes known in public domain or (2) is learned by the Contractor from third parties. Section 19.03 - Use of Owner's Name The Contractor shall not use, in its external, advertising, marketing program, or other promotional efforts, any date, pictures, or other representation of the Owner except on the specific written authorization in advance of the Owner's Representative. ARTICLE 20 -- CORNELL UNIVERSITY STANDARDS OF ETHICAL CONDUCT Cornell University expects all executive officers, trustees, faculty, staff, student employees, and others, when acting on behalf of the university, to maintain the highest standard of ethical conduct as per Cornell University's Policy 4.6 - Standards of Ethical Conduct, a copy of which is available at http://finance.fs.cornell.edu/contracts/forms/contractors.cfm. This includes treating equally all persons and firms currently doing business with or seeking to do business with or for Cornell University, whether as contractors, subcontractors, or suppliers. Such persons and firms are respectfully reminded that Cornell University employees and their families may not personally benefit from Cornell University's business relationships by the acceptance of gifts or gratuities, defined as a gift in excess of $75.00 given to a Cornell employee for personal use. Items not considered gifts/gratuities include occasional business meals, items of an advertising nature, and items that are generally distributed to all potential customers. In addition, it is expected that the Contractor's officers and employees shall conduct all business related to this Contract within the highest ethical standards, observing applicable policies, practices, regulations, law, and professional standards. All parties are expected to report violations of this policy to appropriate university personnel. You may file a report to on the web https://secure.ethicspoint.com/domain/en/report_custom.asp?cli entid=6357 or contact Cornell University through EthicsPoint by dialing toll-free 1-866-293-3077. Distribution to: OWNER ARCHITECT CONTRACTOR CHANGE ORDER FIELD OTHER Cornell University Facilities Contracts 121 Humphreys Service Building Ithaca, New York 14853 PROJECT: CHANGE ORDER NUMBER: TO (Contractor): INITIATION DATE: OWNER'S CONTRACT NO: CONTRACT DATE: You are directed to make the following changes in this Contract: Item No. Description Reference Amount Not valid until signed by both the Owner and Contractor. Signature of the Contractor indicates the Contractor’s agreement herewith, including any adjustments in the Contract Price or Contract Time. The original (Contract Price) was $ Net change by previously authorized Change Orders $ The (Contract Price) prior to this Change Order was $ The (Contract Price) will be (increased) (decreased) (unchanged) by this Change Order $ The new (Contract Price) including this Change Order will be $ The Contract Time will be (increased) (decreased) (unchanged) by ( ) Days. The Date of Substantial Completion as of the date of this Change Order therefore is AUTHORIZED SIGNATURES: CORNELL UNIVERSITY CONTRACTOR OWNER BY BY TITLE TITLE DATE DATE CORNELL UNIVERSITY Division of Facilities Services Construction Contract Change Order Forms Instructions to Change Order Documentation Facilities Services (“FS”) has created this Standard Change Contract Change Order Request and Change Order Summary Forms to facilitate preparation of contract change orders in conformity with construction contract requirements. The forms have been prepared to comply with contract requirements presented in the General Conditions, dated August 2012. The Change Order Request form shall be used by the Contractor and by all Subcontractors in preparing their cost estimates for services associated with the Changed Work. The Contractor shall submit to the Owner the Change Order Summary Form with all associated back-up documentation. Direct Cost of the Work: 1. Direct Labor – Include the “wages paid” hourly direct labor and/or foreman necessary to perform the required change. “Wages paid” is the burdened labor rate documented in accordance with Section 2.14 – Project Labor Rates of the General Conditions. “Assigned Personnel or Work Crews” should be stated by trade or type of work performed not by name of person or company title. For example carpenter, mason, backhoe operator, etc. Supervisory personnel in district or home office shall not be included. Supervisory personnel on the job-site, but with broad supervisory responsibility and paid as salaried personnel, shall not be included as Direct Labor 2. Direct Material – Include the acquisition cost of all materials directly required to perform the required change. Examples of “Unit of Measure” include square feet, cubic yards, linear feet, days, gallons, etc. 3. Equipment – Include the rental cost of equipment items necessary to perform the change. For company-owned equipment items, include documentation of internal rental rates. Charges for small tools, and craft specific tools are not allowed. Bond Premiums The Contractor’s actual documented bond premium rate shall be added to all direct and indirect costs of the proposed change. Overhead & Profit The Contractor’s overhead & profit rate shall be added to all direct and indirect costs of the proposed change in accordance with the Contract. Name of Contractor Project Title Total Cost Item Description Unit of Labor Material Other Cost of Per No. of Item Quantity Measure Cost Cost Costs Item Unit (1) (2) (3) (4) (5) (6) (7) (8) (9) TOTALS $ $ $ $ $ NOTE: Each Allowance must be listed as a Separate Item. Approved: Contractor Date Architect Date Owner Date Date Contract Date Project Contract Price Address Net Extras and Deductions City Adjusted Contract Price County Amount Previously Paid State Balance Due - Final Payment The undersigned hereby acknowledges that the above Balance Due when paid represents payment in full for all labor, materials, etc., furnished by the below named Contractor or Supplier in connection with its work on the above Project in accordance with the Contract. In consideration of the amounts and sums previously received, and the payment of $ being the full and Final Payment amount due, the below named Contractor or Supplier does hereby waive and release the Owner from any and all claims and liens and rights of liens upon the premises described above, and upon improvements now or hereafter thereon, and upon the monies or other considerations due or to become due from the Owner or from any other person, firm or corporation, said claims, liens and rights of liens being on account of labor, services, materials, fixtures or apparatus heretofore furnished by the below named Contractor or Supplier to the Project. The premises as to which said claims and liens are hereby released are identified as follows: . The undersigned further represents and warrants that he/she is duly authorized and empowered to sign and execute this waiver on his/her own behalf and on behalf of the company or business for which he/she is signing; that it has properly performed all work and furnished all materials of the specified quality per plans and specifications and in a good and workmanlike manner, fully and completely; that it has paid for all the labor, materials, equipment and services that it has used or supplied, that it has no other outstanding and unpaid applications, invoices, retentions, holdbacks, expenses employed in the prosecution of work, chargebacks or unbilled work or materials against the Owner as of the date of the aforementioned last and final payment application; and that any materials which have been supplied or incorporated into the above premises were either taken from its fully-paid or open stock or were fully paid for and supplied on the last and final payment application or invoice. The undersigned further agrees to defend, indemnify and hold harmless the Owner for any losses or expenses (including without limitation reasonable attorneys' fees) should any such claim, lien or right of lien be asserted by the below named Contractor or Supplier or by any of its or their laborers, material persons or subcontractors. In addition, for and in consideration of the amounts and sums received, the below named Contractor or Supplier hereby waives, releases and relinquishes any and all claims, rights or causes of action in equity or law whatsoever arising out of through or under the above mentioned Contract and the performance of work pursuant thereto. The below named Contractor or Supplier further guarantees that all portions of the work furnished and installed are in accordance with the Contract and that the terms of the Contract with respect to this guarantee will remain in effect for the period specified in said Contract. GUARANTEE Date: In accordance with plans and specifications and the terms and conditions of our contract with Cornell University dated , we hereby guarantee the as found in the specifications for , Ithaca, New York to be free (Project Title) from defects in materials and workmanship for the period of year(s) from , the date of acceptance by the Owner. (Date) (COMPANY) By: Title: CORNELL UNIVERSITY CONTRACTOR'S AFFIRMATIVE ACTION PLAN Use of MBE and WBE Vendors Please print or type all information, except where a signature is required. PROJECT: Amount of Contract: $ Name of Prime Contract Bidder: Address (Street, City, State and Zip Code): Telephone Number (Including Area Code): Trade: 1. List previous Cornell University work done by your firm: 2. Do you intend to subcontract any work on this project? Yes No A. What is the total dollar value of work you intend to subcontract? Amount $ AND Range: From $ to $ 3. Do you intend to purchase supplies and/or use vendor services? A. What is the total dollar value of your intended purchase and/or vendor? Amount $ AND Range: From $ to $ 4. List the work you plan to subcontract in area A. below and list the items you propose to purchase and/or vendor services you propose to use in area B. Use additional sheet(s) if required. A. Trade Amount of Work to be B. Supplies and/or Vendor Services Subcontracted Trade Amount Item Amount $ $ $ $ $ $ 5. Indicate by dollar value and percentage of contract, the total of your goal for minority and female vendors and subcontractor participation including your goal for purchases and services. (The percentage given should be a percentage of your total contract amount. MBE Amount $ AND Percentage % WBE Amount $ AND Percentage % 6. Indicate your goal for minority participation in the labor force by dollar value and percentage of total monthly manpower per trade. MBE Amount $ AND Percentage % WBE Amount $ AND Percentage % 7. List MBE and WBE vendors utilized by your firm over the past five (5) years: MBE or WBE Vendor CONTRACT (Indicate which) ADDRESS PROJECT TRADE AMOUNT This space provided for any comments your organization may have regarding the utilization of MBE and WBE vendors: OFFICER OF PRIME CONTRACT BIDDER: Name and Title: Date: Signature: CONTRACTOR'S AFFIRMATIVE ACTION PLAN Summary of Bid Activity with MBE and WBE Subcontractors and Vendors Please print or type all information, except where a signature is required. PROJECT: Name of Prime Contract Bidder: Address (Street, City, State and Zip Code): Contact Person (Name, Title and Telephone Number): MBE and WBE Subcontractor/Vendor Item/ Bid Submitted: Award Status Date of (Indicate which) Trade Date Amount Date Amount Elimination EXPLANATION OF ELMINATION: Include meetings held for negotiation, etc. (Use additional sheet if necessary) OFFICER OF FIRM: Name and Title: Date: Signature: CORNELL UNIVERSITY Please print or type all information. PROJECT PRIME CONTRACTOR MINORITY - WOMEN UTILITZATION REPORT DATE Dollar Dollar % of Dollar % of Prime Contractor, Craft Amount Amount Prime Amount Prime Subcontractor and and/or of Minority Firm of Total Women Firm of Total Sub-Subcontractor's Name Trade Subcontract Name - Awards Trade MBE Contract Contract Name - Awards Trade WBE Contract Contract TOTALS $ $ $